This was the last film of director Sergio Leone, who first gained fame,
and then recognition, beginning with his first Clint Eastwood movie, "A
Fistful of Dollars" (1964). But recognition came slowly to Leone; he
was an intensely creative director, totally committed to each new
project that came along, but he also chose to work in genres, primarily
in Westerns, but here turned his attention to gangster films as well.

Europeans had long realized that a great deal of the most significant
film art was being done in Hollywood, in movies that were,
categorically, standard Hollywood output. This viewpoint led to the
formation of the now well-known auteur theory, but it was only
beginning to make itself felt on this side of the Atlantic at the time
Leone. The three Eastwood "Dollars" Westerns gave Leone an increasing
reputation, enough that he was able to make what many (including me)
think is his best film, the epic, stylized and graceful "Once Upon a
Time in the West" (1968). But the film didn't make a substantial
profit; Leone's next Western, "Duck, You Sucker" (1972), was his last,
and his last directorial effort for many years.

He kept busy as a producer, and finally returned to directing with this
lengthy, hypnotically engrossing but ultimately puzzling epic of Jewish
gangsters in New York. In Leone's preferred version, "Once Upon a Time
in America" was eleven minutes short of four hours, but the appalled
American distributor severely recut the movie, removing no less than 90
minutes -- an entire feature. The complicated flashback structure Leone
planned was completely dropped, and the three primary time periods were
made consecutive. Finally, the unusual, even perplexing, ending of the
film was simply dropped.

Leone was devastated, but pressed on, planning a huge Italian-Soviet
coproduction about the siege of Leningrad, but he died of a heart
attack in 1989. "Once Upon a Time" was given another American release,
at 192 minutes; this DVD seems to be the first time the full-length,
Leone-preferred version of the film is available to American audiences.
The movie is so long that it is split between two discs, and features
somewhat fewer auxiliary features than a film of this fame and
magnitude would seem to suggest. (And it did achieve fame; one American
reviewer described the first US cut as the worst film of that month;
she later described Leone's cut as the best film of the year.)

"Once Upon a Time in America" is a gorgeously-produced film, clearly
meticulously planned -- Leone had worked on the script for ten years --
and overall, is a stunning achievement. It never reaches the mythic
heights that "Once Upon a Time in America" does, partly because
Westerns and gangster movies work with very different symbols, and
because "the Old West" is a nebulous period, somewhat out of touch for
those growing up in the latter part of the 20th centry. The time of
gangsters is closer, almost within direct memory; gangster movies take
place in more restricted, realistic surroundings than does the average
Western, and are more clearly tied to real-life events and locations.

It's an epic tale, and a very long one. Average movie-goers are likely
to find the film slow and uninvolving, but those with more patience and
willingness to go down unusual pathways may well regard this film as an
authentic masterpiece. The disc includes the part of a documentary on
Leone's whole career that's devoted to "Once Upon a Time in America."
James Woods, the second lead in the movie, was clearly awestruck to
work with the scrupulously detailed Leone, and says that it was the
greatest artistic experience of his life. He declares the full film one
of the best movies ever made, adding that he almost wishes he weren't
in it so his declaration could be seen as objective. And no, he doesn't
know what happens at the end, either.

As mentioned, the story covers three time periods, smoothly shifting
between them throughout the long running time. After a brutal killing
(a beautiful blonde) and an even more brutal beating, three hit men set
a trap for their prey; the time is the early 1930s. Elsewhere, their
prey, David "Noodles" Aaronson (Robert De Niro) is lost in the haze of
a pipe dream in a vast Chinatown opium den. The headline in a newspaper
reveals that three gangsters, Philip Stein, Patrick Goldberg and
Maximilian Bercovicz, have been killed in a fiery car crash (and
evidently a shootout with police).

Noodles escapes the trap, and hastily opens a train station locker, to
find the suitcase within, which he'd expected to be full of money,
contains only newspapers instead. He flees New York -- and then returns
again 35 years later. He's been summoned by a mysterious politican, Mr.
Bryan, and once again opens the locker -- the suitcase within is now
stuffed with money and a note saying it's payment for his "next job."
At the long-established bar-restaurant run by his friend Fat Moe (Larry
Rapp), photos remind him of the past.

In Noodles' memories, we go back even further, to when he (now Scott
Tiler), his friends Philip "Cockeye" Stein (William Forsythe) and
Patrick "Patsy" Goldberg (James Hayden) roam the mean streets
committing petty crimes. He's also deeply attracted to Moe's younger
sister Deborah (Jennifer Connelly, making her movie debut), but she
doesn't like his criminal activities; she wants to be a famous
dancer/actress, and can't be held back by a neighborhood kid.

Noodles meets Max Bercovicz (Rusty Jacobs), a tough newcomer from the
Bronx, who has ambitions way beyond those of Max and his friends. Soon,
Max and Noodles are best friends, and making their way up the gangster
ladder -- even though Noodles winds up in jail for about ten years.

When he (now De Niro) gets out, Max (now James Woods), Cockeye (William
Forsyth) and Patsy (James Hayden) welcome him back into the gang.
Deborah (now Elizabeth McGovern) is still attracted to Noodles, but is
even more determined to break away from her origins. The majority of
the film is set in this time period, but the movie weaves all three
periods together. We never see the gang engaged in their most
profitable activity, running booze during Prohibition, but they wear
expensive suits and drive fancy cars -- they're doing well. They
occasionally take on an outside gig (one includes Joe Pesci and Burt
Young) which, in Max's view, helps them rise higher in the criminal
aristocracy. Such as assisting ambitious union leader Jimmy O'Connell
(Treat Williams). Max attracts a vividly masochistic beauty, Carol
(Tuesday Weld), whom they, well, met during a robbery, and she
frantically induced Noodles to rape her. But his heart is still with
Carol.

When Prohibition ends, Noodles hopes to simply back out of crime
altogether; they have a well-established infrastructure of trucks and
the like, so it would be easy to begin a shipping business. But Max has
other plans -- he wants to rob a Federal Reserve Bank, but Noodles is
strongly against this. Things go wrong.
It began as an adaptation of an autobiographical novel, "The Hoods," by
Harry Grey, who based Noodles on himself. The screenplay is by Leonardo
Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco
Ferrini and Leone himself. (The number of writers may seem long, but
most American films have lots of writers -- they're just not always
listed in the credits.) The American dialog is by Stuart Kaminski, who
also turns up in the documentary, with colorful, affectionate stories
about Leone.

But the greatness of "Once Upon a Time in America" doesn't really lie
in its story, which is overall fairly simple and uncomplicated; the
interlaced periods add depth to a story that would not seem to have
much without that format. And without the exceptional actors who
inhabit it.

It's Leone's overall vision, very precise and very detailed, that gives
the film its almost awesome stature. This is nothing like the great
gangster movies made by Americans, such as those made by Coppola and
Scorsese; it's at once more realistic in its details -- at times the
film seems to require time travel, so detailed and realistic are the
settings -- and less realistic in the content. It's called "Once Upon a
Time in America" for a reason -- this is not a realistic report on
Jewish gangsters. It's a moody meditation on passion, on friendship and
betrayal. The central character, Noodles, is really something of a
loser; he's always unsophisticated, believing what he's told, rarely
trying to find any hidden meanings. He's also socially a clod; he
usually doesn't seem so, as he's very quiet, but on his most important
date with Carol (a stunningly lavish dinner party for two), he reveals
the brutal side of his nature. It's a real shock to us -- and Carol --
but we should have known it was always there.

Almost all the other characters are as seen through Noodles' eyes;
there are rarely any significant scenes without him, and when there
are, they're about him. De Niro carries the film well, but he's given
excellent help by James Woods in particular, as well as Elizabeth
McGovern and, in the scenes in the early '20s, by a remarkable cast of
adolescent actors.

Overall, there is one constant: Noodles is essentially simple -- what
you see is what you get. And he regards everyone else in the same way.
But Max, from his first appearance as a boy to his very last, is a
complex character, full of schemes and ideas, not all of which he
shares with everyone. But his betrayals eat away at him.
Ultimately, the movie is about loss, mostly on the part of Noodles. But
this criminal life is hard on everyone, even those who seem to have
made a great success. The ending of the movie involves a possible
suicide -- by garbage truck.
But is that what's going on? The very last scene shows the Noodles of
the 1930s back in the opium den, dragging on a pipe; on De Niro's
smiling reflection in gilded panelling, the credits roll.

Was the whole film -- or at least everything since the 1930s -- a pipe
dream, an opium fantasy? It's possible, and it's equally possible it
isn't. Americans like solid, fully-explained endings; ambiguity worries
American audiences, and big-scale ambiguity such as presented here can
drive some people nearly nuts. Leone never explained himself; the
actors don't offer any explanations, nor does the commentary track --
for the whole almost four hours of the film -- by Richard Schickel. He
himself believes that yes, all of the 1968 scenes are a pipe-smoke
fantasy by Noodles, but admits there are problems with this
interpretation. Still, it's interesting, and lends to the odd,
melancholy tone of the entire film.

For a gangster movie, there's really not very much violence, but that
which is here is direct and brutal, unflinchingly presented, but not
dwelled on. It's necessary to keep reminding us that our "friends"
Noodles, Max and the others really are bad guys, no matter how
sympathetic they might seem. Still, the film doesn't really lose its
grip on us, either.

"Once Upon a Time in America" is a great-looking movie, almost unique
in the strong recreation of the past. Cinematographer Tonino Delli
Colli works mostly in subdued colors; even Noodles' lavish dinner for
Carol is all in black and white. The art direction by Carlo Simi and
costume design by Gabriella Pescucci seem to go beyond realism; the
sets are often huge, both in height and in extent, and no detail seems
to have been overlooked. Photos taken from this film could easily be
matched to photos really of the time -- except that they look somehow
even more realistic. The fable-like nature of the film is less obvioius
against such backdrops.
The music overall is by Ennio Morricone; it makes creative use of the
pan flute (and yes, Zamphir is the soloist), which we occasionally see
Cockeye playing. The music was actually largely composed well before
production began, and at times, Leone played it on the set to provide
the correct atmosphere. Morricone and Leone also use existing melodies
at times, particularly "Amapola" (by Jose Maria LaCalle) and Irving
Berlin's "God Bless America." The most surprising addition to the sound
track is Lennon & McCartney's "Yesterday," which is heard when the
Noodles of 1968 remembers the past.

Richard Schickel's commentary is often interesting, but just as often,
he resorts to the now commonplace fallback for those who do commentary
tracks -- he resorts to merely describing what we're seeing. Still, his
insights are interesting and unpretentious, the thoughts of an
intelligent man about an intelligent movie which he takes on its own
terms. The fragment of the Leone documentary included is extremely
well-done, involving screenwriters, James Woods and (somewhat
unexpectedly) James Coburn (who was in "Duck, You Sucker!"); the only
downside is that it makes you want to see the entire commentary -- and
all of the other films Leone directed.

It has to be said again that this is not a film for everyone. It is
very slow-paced by American standards, full of long, thoughtful pauses.
But it's an epic achievement by a particularly interesting director; it
may not provide you, as it did James Woods, with the greatest artistic
experience of your life, but if you can give itself over to its slow,
mesmerizing rhythms, it's likely to be a film you just can't shake off.